Stealth Operator, LLC (Stealth Operator)Reseller Policies
1. Backorders
Any and all of the Products that are placed on backorder will be shipped according to the provisions of the Terms & Conditions. Each backorder that ships will be billed at the price in effect at time of the original order and is subject to the F.O.B. designation at the time of the initial order.
2. Order Cancellation
Each order of any or all of the Products may be cancelled by the Reseller or Stealth Operator at any time before such order is shipped. Up to a twenty percent (20%) cancellation fee per item may be applied to each such order cancelled by the Reseller more than three (3) Business Days after purchase order acknowledgement.
3. Advertising and Promotional -- Materials (Reseller Developed)
The Reseller must obtain in advance the written approval from the Stealth Operator Marketing Department of each use by the Reseller in advertising, promotional or other materials that it develops (such as print advertising, catalogs, collateral materials and the like, whether hardcopy or electronic) of any or all of the Intellectual Property and other Stealth Operator elements, including without limitation trademarks, images, and product depictions. Requirements and guidelines for such use may be provided upon request, and each request for photographic images, logos and copy material must be routed to the Marketing Department.
4. Competitive Information
Stealth Operator expressly disclaims any representations or warranties as to the accuracy and timeliness of any competitive information in its possession, including that which Stealth Operator decides to share with the Reseller.
5. Confidential Information
From time to time, Stealth Operator may disclose to Reseller confidential information. The Reseller will treat and maintain such confidential information as confidential, use such confidential information only for the performance of the Reseller under the Terms & Conditions and restrict disclosure and use of such confidential information to the employees, contractors, and agents of the Reseller on a need-to-know basis who or that are directly connected with the performance of work requiring knowledge of such confidential information. The Reseller will be responsible to Stealth Operator for compliance with this Policy by each of the Reseller’s current and former employees, contractors, or agents. This Policy will continue in effect until such time as none of such confidential information remains confidential as a matter of law.
6. Credit
Stealth Operator may extend or refuse credit to Reseller upon terms and conditions established, modified or revoked by Stealth Operator at any time. A completed credit application will be required and supporting documentation may also be requested prior to credit approval or at any other time(s) to obtain terms.
7. Credit Restrictions
Stealth Operator may require that the Reseller provide and maintain security sufficient to secure payment for purchases of the Products in such amounts and for such periods of time as Stealth Operator may determine, and the Reseller will fully cooperate with Stealth Operator in this regard. Stealth Operator may apply at any time any or all such security toward the payment of any indebtedness of the Reseller to Stealth Operator . Any default in the payment of any indebtedness to Stealth Operator , or failure to comply with any credit terms of Stealth Operator , may result in immediate suspension of deliveries of any or all of the Products to the Reseller by Stealth Operator .
8. Drop Ship
Stealth Operator will drop ship the Products according to the pricing or program schedule in place at the time of the order, which is subject to change by Stealth Operator at any time, and without notice. In special pricing situations, or when a quote is referenced for pricing, orders may be designated as “drop ship only” to the customer(s) which is or are identified in such quote. Additional drop ship locations may be added to an existing quote only upon written authorization by Stealth Operator through the generation and receipt of a revised quote. To request a revision of an existing quote, the Reseller must fax a copy of the new order with new drop ship information to (352) 224-9206 with the existing quote number clearly referenced. Revised quotes must be approved and acknowledged by Stealth Operator in writing prior to order placement and acceptance. Stealth Operator , in its sole discretion will determine which drop ship locations will be authorized to purchase at the quote price. Stealth Operator will determine drop shipment minimums as required. Special drop shipment requests must have the approval of the Director of Sales.
9. E-Commerce
Resellers, dealers and retail outlets may engage in e-commerce activities within their own website domains. E-commerce, to include advertising and resale, conducted outside of the reseller, dealer or retail outlet’s website domain, as well as the selling of the Product to another for resale, is in violation of this agreement and is cause for termination of the agreement. This includes but is not limited to sales on Amazon, Ebay, Jet and Walmart. Additionally, E-commerce and online retail are governed by the Minimum Advertised Pricing Policy (MAP).
10. Export
Unless expressly authorized in advance by Stealth Operator in writing, the Reseller will not export any or all of the Products to any place(s) foreign to the United States of America or sell or lease any item(s) of the Products to any party or parties who or which intends to export such item(s) to such place(s). Even if such authorization is obtained, the Reseller is liable for all claims relating to exports by or through the Reseller, including without limitation those for patent or trademark infringement and non-compliance with local labeling laws, product specification requirements or advertising requirements. In no event is Stealth Operator responsible for the export licensing or documentation for any international shipments. Stealth Operator expressly disclaims any liability for claims against Reseller for violations of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. ("FCPA"), and or the International Trafficking in Arms Act, 22 CFR 120-130 ("ITAR,"). Compliance with these and other applicable Federal and State regulations are the sole and exclusive responsibility of Reseller.
11. Handling Products
The Reseller agrees to handle, store, market and use each of the Products in accordance with: (a) the provisions of the Agreement and the written instructions, guidelines and restrictions as indicated on the product packaging, labeling and instructions and (b) federal and state law. All products will be sold in packaging provided or approved in writing by Stealth Operator .
12. Items Damaged in Shipment
Upon receipt by the Reseller of each shipment from Stealth Operator during the Term, the following steps should be followed with regard to damaged, opened or missing packages or items of the Products:
(a) Each package or item that appears damaged, opened or missing must be signed for with the carrier as "damaged, opened or missing product."
(b) Damaged, opened or missing packages should be reported to the appropriate Stealth Operator Customer Service Department (“Customer Service”) within five (5) Business Days of receipt. A copy of the Bill of Lading indicating that the shipment arrived "damaged, opened or missing product" must be forwarded to Customer Service for review.
(c) Customer Service will investigate this matter and reply to the Reseller within forty-eight (48) hours with a plan to address it. Stealth Operator will not file claims on orders damaged in shipment when the freight terms are collect or billed third party.
13. Stealth Operator Armor Fellowship
Stealth Operator will furnish a replacement armor system for officers whose life was saved in the line of duty as the result of wearing a Stealth Operator Armor System. The Reseller should contact its Stealth Operator sales representative for details and assistance in obtaining and presenting the replacement vest.
14. Purchase Orders
Each purchase order from the Reseller to Stealth Operator must: (a) be in writing and transmitted to Stealth Operator provided by facsimile, electronic data interchange (EDI), online internet order or mail and (b) have a unique purchase order (P.O.) number, appropriate Stealth Operator part number(s), quantity, and pricing for each item of the Products on such order. Purchase orders with special pricing must reference a valid quote number. Purchase orders may be submitted using only a valid quote number; however, by so doing the Reseller waives their rights to challenge or question pricing assigned by Customer Service at the time of the order. A purchase order is not considered accepted until Customer Service has issued an Order Acknowledgement to the Reseller Customer Service will endeavor to accept or reject each order within one (1) Business Day of receipt.
15. Pricing
Prices are those in effect at the time of order acceptance. Prices are exclusive of taxes and are subject to change by Stealth Operator at any time and without notice. The Reseller will determine its own resale prices and credit and discounting policies.
16. Product Development
Stealth Operator maintains an active product development program, which endeavors to introduce new products and technology on an ongoing basis. Stealth Operator welcomes input from the Reseller and others in the identification of new opportunities or technologies, which may be complementary to Stealth Operator's product and service offerings. Stealth Operator will communicate to the Reseller on new product developments as appropriate. Not all product developments will impact all resellers, and Stealth Operator will determine the extent of any communications regarding product developments. Product input from any source, to include Resellers becomes the sole property of Stealth Operator upon communication in any form to any Stealth Operator representative.
17. Refused Delivery
Refusal of the Reseller to accept a shipment from Stealth Operator based on an accepted order will be considered a cancelled order and will be subject to the Policy on order cancellation.
18. Return of Goods
A Return Material Authorization (RMA) number, issued from Customer Service, must accompany each return of any or all of the Products. Appropriate reasons for such return are: alterations, allegedly defective product, shipment errors, items damaged in shipment, warranty claims and termination of the Agreement. An original P.O. number or product serial number is needed to obtain an RMA.
19. Returns upon Termination
Stealth Operator may choose to accept a return of any or all of the Inventories from the Reseller as a result of several different situations or circumstances. The value of such return shall be determined by Stealth Operator based on the original sales price of the items from Stealth Operator to the Reseller, less refurbishment, transportation and restocking costs.
20. Training Aids and Samples
During the Term, training aids, samples and training may be made available either for a nominal cost or free of charge as deemed appropriate by Stealth Operator . Availability of such aids and samples will vary and is subject to change.
21. Shipping
All pricing is F.O.B. Shipping Site, unless otherwise specified in writing by Stealth Operator . Shipping charges will be calculated and included in each order and are the responsibility of the Reseller. Orders will be shipped via ground service or less-than- truckload (LTL) common carrier, depending upon the size of the order, unless otherwise requested by the Reseller and agreed to by Stealth Operator . Receipt of delivery/signature is required. Reseller does have the option of FOB Collect using Reseller’s preferred carrier and Reseller’s account number.
22. Shipments Error
Shipments in error must be reported and the items involved must be returned to Customer Service within thirty (30) days of receipt of shipment. All refunds will be credited to the account number to which the purchase was originally charged. A Return Material Authorization (RMA) number, issued by Customer Service, must accompany each returned item. Shipments must be returned, unused, in their original packaging with the packing slip(s). If a refund is due, Stealth Operator will reimburse shipping and handling charges associated with the return of each such shipment. No items will be accepted cash on delivery (COD). Delivery receipt/signature is required on all shipments.
23. Test Evaluation, Samples and Reseller Trade Show
Stealth Operator may in its discretion accommodate requests for test and evaluation, sample or reseller trade show inventory orders. For additional information regarding specific requests, please contact the Stealth Operator sales Representative.
24. Taxes
Taxes, fees or duties imposed by federal, state or local governments must be paid by the Reseller to Stealth Operator , unless the Reseller is required by law to pay the same directly to the relevant government Authority.
25. Trade Show Support
The Reseller will attend local trade shows at its own expense and represent Stealth Operator effectively to the end-user community. Stealth Operator will provide support in the form of literature or other means through requests submitted to Customer Service. Stealth Operator sale representatives will offer advice regarding trade show display and promotion. Support levels will be determined in Stealth Operator sole discretion.
MAP Policy
Minimum Advertised Pricing (MAP) Policy
Stealth Operator actively supports the advertising and promotion of its products in the U.S. by its Resellers and dealers. Stealth Operator has built a strong reputation and following among a wide variety of customers. For this reason, Stealth Operator has determined that it will not support advertising and promotional efforts that have the effect of diminishing or detracting from the perceived value of Stealth Operator products.
Effective January 1, 2014, Stealth Operator has established a Minimum Advertised Price (“MAP”) Policy for select Stealth Operator products (the “Covered Products”) that applies to all Resellers of the Covered Products which are authorized by Stealth Operator (the “Resellers”).
This MAP Policy works as follows:
1. The MAP for the Covered Products shall be communicated on the Price List(s) issued by Stealth Operator from time to time to the Resellers. MAP pricing is established by Stealth Operator and at any time may be modified or discontinued in whole or part by Stealth Operator at its sole discretion, effective upon receipt of written notice thereof from Stealth Operator or such other effective date designated by Stealth Operator . (The use of advertising and promotional material that cannot be modified in time will not be considered a MAP violation.)
2. The MAP Policy applies to all forms of advertising, whether hardcopy or electronic, including without limitation flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, public signage, displays at consumer exhibitions and shows. The MAP policy is not applicable to any in-store advertising that does not leave the store. Any price information relating to Stealth Operator products on an Internet website which can be accessed directly through any hypertext link or by any other method which uses the hypertext transfer protocol (http) is considered to be advertising for purposes of this Policy. Electronic mail sent in direct response to a customer inquiry is not considered to be advertising.
3. The inclusion in advertising of free or discounted products (whether marketed by Stealth Operator or another supplier) with a Covered Product is contrary to the Policy if it has the effect of discounting the advertised price of such Covered Product below the MAP.
4. The MAP applies only to advertised prices and does not apply to the price at which the products are actually sold or offered for sale to an individual customer within the retail location(s) of each of the Resellers or over the telephone. The Resellers remain free to sell the Covered Products at any prices they elect.
5. The MAP Policy does not affect maximum advertised prices. All of the Resellers may offer any or all of the Covered Products at any price in excess of the MAP established for each such product.
6. The MAP Policy does not in any way limit the ability of each of the Resellers to advertise that it has “the lowest prices” or it “will meet or beat any competitor’s price.” However, it is inconsistent with the MAP Policy to advertise or imply that customers should “call for a price”, “quantity discount available” or the like, even though the price advertised or listed for the product or products involved is not less than MAP.
7. Failure to abide by this Policy will result in any or all of the following: the elimination of discounts, the loss of one or more product lines and the disqualification for reimbursements under Stealth Operator support programs. Stealth Operator will not support any of the Resellers which degrade the image of Stealth Operator and its products.
8. The terms of this MAP policy are confidential and should not be disclosed to other parties. This Policy is unilateral policy and expresses the terms upon which Stealth Operator will deal with its customers. This Policy has been established by Stealth Operator to help ensure the legacy of Stealth Operator as a leader in the marketing of law enforcement and public safety products and to protect the reputation of its name and products. This Policy is also designed to help insure that the Resellers have the incentive to invest resources into services for their customers of Stealth Operator products.
9. Resellers, dealers and retail outlets may engage in e-commerce activities within their own website domains. E-commerce, to include advertising and resale, conducted outside of the reseller, dealer or retail outlet’s website domain, as well as the selling of the Product to another for resale, is in violation of this agreement and is cause for termination of the agreement. This includes but is not limited to sales on Amazon, Ebay, Jet and Walmart. Additionally, E-commerce and online retail are governed by the Minimum Advertised Pricing Policy (MAP).